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Exhibit 10.46
[*Confidential treatment has been requested as to certain
portions of this document. Each such portion, which has been
omitted herein and replaced with an asterisk [***], has been filed
separately with the Securities and Exchange Commission.]
FIRST AMENDMENT
DATED AS OF DECEMBER 4, 2006
TO
PRODUCT DEVELOPMENT AND LICENSE
AGREEMENT
BY AND BETWEEN
NASTECH PHARMACEUTICAL COMPANY INC.
AND
PROCTER & GAMBLE PHARMACEUTICALS,
INC.
DATED AS OF JANUARY 27, 2006
[*Confidential treatment has been requested as to certain
portions of this document. Each such portion, which has been
omitted herein and replaced with an asterisk [***], has been filed
separately with the Securities and Exchange Commission.]
FIRST AMENDMENT
TO
PRODUCT DEVELOPMENT AND LICENSE AGREEMENT
This First Amendment to the
Product Development and License Agreement (the "First Amendment")
is entered into as of December 4, 2006 by and between PROCTER
& GAMBLE PHARMACEUTICALS, INC., a corporation organized under
the laws of Ohio ("P&G"), and NASTECH PHARMACEUTICAL COMPANY
INC., a corporation organized under the laws of Delaware
("Nastech"), as an amendment to the Product Development and License
Agreement (the "Agreement") entered into as of January 27,
2006 by and between P&G and Nastech. All capitalized terms used
herein shall have the meanings given in the Agreement.
WHEREAS, P&G and Nastech wish
to amend the Agreement in the manner set forth herein.
NOW, THEREFORE, for and in
consideration of the mutual covenants contained herein, the parties
hereto agree as follows:
1. Amendment .
1.01. Article I of the
Agreement is hereby amended by adding the following as definitions
therein:
" [***] TERM" means the
period commencing upon [***] .
" [***] TERM FUNDING" means
amounts payable by P&G [***] .
"FIRST AMENDMENT" means the First
Amendment to the Product Development and License Agreement, dated
as of December 4, 2006, as the same may be amended, modified
or extended."
"PHASE II POC STUDY" means a
proof-of-concept study to be conducted substantially in accordance
to the protocols outlined in the Development Plan [***]
.
" [***] STUDY" means
[***] ."
"THIRD PARTY DEVELOPMENT COSTS"
means costs which are included in the Development Plan budget and
which are incurred for services performed by Third Parties.
1.02 [***] .
1
[*Confidential treatment has been requested as to certain
portions of this document. Each such portion, which has been
omitted herein and replaced with an asterisk [***], has been filed
separately with the Securities and Exchange Commission.]
1.03. Section 2.8.4 shall be
added to the Agreement, which Section shall read in its entirety as
follows:
"2.8.4
The following provisions shall apply notwithstanding anything to
the contrary in this Section 2.8:
(a)
[***] .
(b)
[***] "
1.04 Section 4.10 shall be
added to the Agreement, which Section shall read in its entirety as
follows:
"4.10 [***] "
1.05. Section 13.4 to the
Agreement shall be amended to read in its entirety as follows:
"13.4 TERMINATION BY P&G
WITHOUT CAUSE. P&G may terminate for any reason as follows:
(I) [***] ;
and, should subsection
(I) not be applicable, (II) (i) upon [***] prior
written notice
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